DRCT insider Mark Walker discloses November Class A share sales

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. (DRCT) reported insider stock transactions by Chairman, CEO, Director and 10% owner Mark Walker. A Form 4 shows that on 11/13/2025, an affiliated entity, AJN Energy & Transport Ventures, LLC, sold 27,492 shares of Class A common stock at a weighted average price of $0.37 per share. On 11/14/2025, the same entity sold a further 245,008 shares of Class A common stock at a weighted average price of $0.21 per share.

Both sales were executed in multiple trades, with prices ranging from $0.35 to $0.38 on 11/13/2025 and $0.20 to $0.24 on 11/14/2025. Following these transactions, AJN Energy & Transport Ventures, LLC no longer beneficially owns any DRCT Class A shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Walker Mark D

(Last) (First) (Middle)

C/O DIRECT DIGITAL HOLDINGS, INC.

1177 WEST LOOP SOUT, SUITE 1300

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Direct Digital Holdings, Inc. [ DRCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.001 per share	11/13/2025	11/13/2025	S		27,492	D	$0.37(1)	245,008	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share	11/14/2025	11/14/2025	S		245,008	D	$0.21(2)	0	I	By AJN Energy & Transport Ventures, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $0.35 to $0.38 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares.

2. This transaction was executed in multiple trades at prices ranging from $0.20 to $0.24 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares.

Remarks:

	/s/ Mark Walker	11/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did DRCT report for Mark Walker?

The company reported that Mark Walker, its Chairman, CEO, Director and 10% owner, had an affiliated entity sell DRCT Class A common stock in two transactions on 11/13/2025 and 11/14/2025.

How many DRCT shares were sold in the November 2025 insider transactions?

AJN Energy & Transport Ventures, LLC, affiliated with Mark Walker, sold 27,492 DRCT Class A shares on 11/13/2025 and 245,008 shares on 11/14/2025.

At what prices were the DRCT insider sales executed?

The 11/13/2025 sale had a weighted average price of $0.37 per share, based on trades from $0.35 to $0.38. The 11/14/2025 sale had a weighted average price of $0.21 per share, based on trades from $0.20 to $0.24.

Does the affiliated entity still hold DRCT shares after these transactions?

No. After selling 27,492 shares on 11/13/2025 and 245,008 shares on 11/14/2025, AJN Energy & Transport Ventures, LLC reported zero DRCT Class A shares beneficially owned.

What type of form reported these DRCT insider sales?

The transactions were disclosed on a Form 4, which reports changes in the beneficial ownership of a company’s equity securities by its directors, officers and large shareholders.

Who executed the DRCT insider transactions on behalf of Mark Walker?

The transactions were attributed to AJN Energy & Transport Ventures, LLC, listed as indirectly holding and then selling the DRCT Class A common stock.